2007 reference document - Legrand

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1 4 > RESPONSIBILITY FOR THE REFERENCE DOCUMENT Person responsible for the reference document 1.1 - PERSON RESPONSIBLE FOR THE REFERENCE DOCUMENT 1.1.1 - Name and position of the person responsible for the reference document Mr. Gilles Schnepp, Chairman and Chief Executive Offi cer of Legrand, a French société anonyme the registered address of which is 128, avenue du Maréchal de Lattre de Tassigny - 87000 Limoges and which is registered under the number 421 259 615 on the Limoges company register (Registre des Commerces et des Sociétés or RCS), hereinafter referred to as “the Company”. 1.1.2 - Responsibility statement “I hereby certify, having taken all reasonable care in this regard, that the information contained in this reference document is, to the best of my knowledge, accurate and that there are no omissions of a nature to materially affects its reliability. I further certify that, to the best of my knowledge, the accounts have been drawn up in accordance with applicable accounting standards and fairly present the assets, the fi nancial position and results of the Company and the businesses within the scope of consolidation and that Management Reports appearing on page 63 and in appendix 2 fairly present developments in the business, results and fi nancial position of the Company and the businesses within the scope of consolidation together with a description of the risk and uncertainties to which they are exposed. I have obtained from the Statutory Auditors, upon completion of their work, a letter in which they indicate that they have verifi ed the information concerning the fi nancial situation and accounts presented in this reference document and read the entire reference document.” 1.1.3 - Incorporation by reference The following are hereby incorporated by reference in this reference document: the Company’s consolidated financial statements for the financial year ended December 31, 2005 together with the related report of the Statutory Auditors as presented in the base prospectus (document de base) fi led with the Autorité des marchés fi nanciers under the number 1.06-009 and REFERENCE DOCUMENT 2007 - legrand < Contents > Gilles Schnepp Chairman and Chief Executive Offi cer the Company’s consolidated fi nancial statements for the fi nancial year ended December 31, 2006, together with the related report of the Statutory Auditors as presented in the reference document fi led with the Autorité des marchés fi nanciers under the number R.07.0038 on April 23, 2007. 1 2 3 4 5 6 7 8 9 10 11 12 13 CT A
1.2 - STATUTORY AUDITORS 1.2.1 - Principal Statutory Auditors PricewaterhouseCoopers Audit Member of the Regional Body of Statutory Auditors in Versailles (Compagnie régionale de Versailles) Represented by Gérard Morin Crystal Park 63, rue de Villiers 92208 Neuilly-sur-Seine Appointed deputy statutory auditor at the General Shareholders’ Meeting of June 6, 2003, became principal statutory auditor following the merger between Pricewaterhouse and Coopers & Lybrand Audit, and renewed as principal statutory auditor at the General Shareholders’ Meeting of March 2, 2004 for a term of six financial years. This appointment expires at the end of the General Shareholders’ Meeting convened to vote upon the fi nancial statements for the year ending on December 31, 2009. 1.2.2 - Deputy Statutory Auditors Mr. Yves Nicolas Member of the Regional Body of Statutory Auditors in Versailles (Compagnie régionale de Versailles) Crystal Park 63, rue de Villiers 92208 Neuilly-sur-Seine Appointed deputy statutory auditor at the General Shareholders’ Meeting of March 2, 2004 for a term of six fi nancial years. This appointment expires at the end of the General Shareholders’ Meeting convened to vote upon the fi nancial statements for the year ending on December 31, 2009. < Contents > RESPONSIBILITY FOR THE REFERENCE DOCUMENT Deloitte & Associés Statutory Auditors Member of the Regional Body of Statutory Auditors in Versailles (Compagnie régionale de Versailles) Represented by Dominique Descours 185, avenue Charles de Gaulle BP 136 - 92524 Neuilly-sur-Seine Cedex Appointed principal statutory auditor at the General Shareholders’ Meeting of December 21, 2005 for a term of six fi nancial years. This appointment expires at the end of the General Shareholders’ Meeting convened to vote upon the fi nancial statements for the year ending on December 31, 2010. BEAS Member of the Regional Body of Statutory Auditors in Versailles (Compagnie régionale de Versailles) 7-9, Villa Houssay 92524 Neuilly-sur-Seine Cedex Appointed deputy statutory auditor at the General Shareholders’ Meeting of December 21, 2005 for a term of six fi nancial years. This appointment expires at the end of the General Shareholders’ Meeting convened to vote upon the fi nancial statements for the year ending on December 31, 2010. 1 REFERENCE DOCUMENT 2007 - legrand 5 1 2 3 4 5 6 7 8 9 10 11 12 13 CT A
Page 1 and 2: REFERENCE DOCUMENT 2007
Page 3 and 4: Pursuant to article 212-13 of its g
Page 5: 1 < Contents > RESPONSIBILITY FOR T
Page 9 and 10: Date Title October 2007 Legrand pur
Page 11 and 12: 2 GENERAL INFORMATION ON THE GROUP
Page 13 and 14: 2.2.3 - Attractive market GENERAL I
Page 15 and 16: ■ 2.3.3.3 - RIGOROUS TARGET SELEC
Page 17 and 18: Contents > GENERAL INFORMATION ON T
Page 19 and 20: GENERAL INFORMATION ON THE GROUP Su
Page 21 and 22: 3 RISK FACTORS < Contents > REFEREN
Page 23 and 24: RISK FACTORS The table below presen
Page 25 and 26: knowledge of their national markets
Page 27 and 28: The Group is subject to stringent l
Page 29 and 30: 4 INFORMATION ABOUT THE GROUP < Con
Page 31 and 32: 4.1.6 - Important events in the dev
Page 33 and 34: 4.3 - ORGANIZATIONAL STRUCTURE The
Page 35 and 36: ■ ORTRONICS INC. (UNITED STATES)
Page 37 and 38: 5 THE GROUP’S BUSINESS < Contents
Page 39 and 40: Initial public offering In April 20
Page 41 and 42: 5.1.3 - Competitors Legrand has est
Page 43 and 44: Group’s share capital, and, as a
Page 45 and 46: past fi ve years. Legrand believes
Page 47 and 48: in which it operates) are equipped
Page 49 and 50: them to access comfort, security an
Page 51 and 52: 5.2.4 - Distribution, customers and
Page 53 and 54: In addition to pulling its products
Page 55 and 56: Site or Subsidiary Spain Legrand Es
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6 < Contents > SUSTAINABLE DEVELOPM
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6.2 - 2007 RESULTS AND COMMITMENTS
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■ use (maintenance and energy con
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Worldwide - by professional categor
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7 < Contents > MANAGEMENT REPORT ON
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7.3 - OPERATING PROFITS 7.3.1 - Int
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■ 7.3.2.3 - ADMINISTRATIVE AND SE
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■ MANAGEMENT REPORT ON THE CONSOL
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MANAGEMENT REPORT ON THE CONSOLIDAT
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It was partially offset by: ■ ■
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■ 7.4.2.9 - FOREIGN EXCHANGE GAIN
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Net cash used in fi nancing activit
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7.9 - VARIATIONS IN EXCHANGE RATES
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■ 7.10.1.2 - INTEREST-RATE RISK I
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8 CORPORATE GOVERNANCE < Contents >
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CORPORATE GOVERNANCE Administration
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Edward A. Gilhuly Age 48 250 Univer
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Thierry de La Tour d’Artaise Age
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8.2 - REMUNERATION AND BENEFITS 8.2
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The table below shows a breakdown o
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■ ■ ■ supervision of the qual
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The Chairman of each committee esta
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■ ■ ■ Directors have a duty o
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At Board meetings, these committees
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December 2007, more than 90% of the
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CORPORATE GOVERNANCE Report of the
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9 EMPLOYEES < Contents > EMPLOYEES
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EMPLOYEES Options for subscription
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For details relating to Legrand Fra
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EMPLOYEES Profi t sharing, employee
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10 SHAREHOLDERS < Contents > SHAREH
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company of Legrand France since the
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10.2.2 - Corporate Governance The m
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11 < Contents > FINANCIAL INFORMATI
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■ FINANCIAL INFORMATION CONCERNIN
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FINANCIAL INFORMATION CONCERNING TH
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) Interest rate risk FINANCIAL INFO
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12 months ended December 31, 2006 (
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Contents > FINANCIAL INFORMATION CO
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■ II - JUSTIFICATION OF OUR ASSES
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Dividends distributed for the 2004,
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12 ADDITIONAL INFORMATION < Content
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12.1.2 - Acquisition by the Company
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ADDITIONAL INFORMATION Articles of
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■ 12.2.2.3 - COMMITTEES The Board
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ADDITIONAL INFORMATION Articles of
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13 MATERIAL AGREEMENTS < Contents >
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CONCORDANCE TABLES < Contents > CON
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CONCORDANCE TABLE S Concordance tab
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CONCORDANCE TABLE S Concordance tab
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A APPENDIX < Contents > APPENDIX 1
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Assets - Net APPENDIX 1 (in € tho
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Subsequent events None. Summary of
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a) Shares in subsidiaries and affi
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) Additional paid-in capital, reser
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2.7 Provisions (in € thousands) A
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Other information 4.1 Income tax a)
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APPENDIX 2 APPENDIX 2 Management Re
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Sales growth at constant scope and
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to €5.60 for those granted in 200
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Post-restricted period If at any ti
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Appendix 2 to the Management Report
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APPENDIX 2 Company Position ROCOM E
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Mandates held by Edward Gilhuly, Di
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Appendix 4 to the Management Report
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Use of this authorization was subje
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■ ■ company in which it has a d
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subject to the conditions that the
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until the termination of their mand
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APPENDIX 3 < Contents > Report of t
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APPENDIX 4 APPENDIX 4 Text of resol
Page 243 and 244:
and chapter II of the European Comm
Page 246:
Headquarter 128, avenue de Lattre d
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